8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 AMENDMENT NUMBER ONE TO THE

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  March 25, 2015

INNOVATIVE SOFTWARE TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 000-27465 (Commission File Number) 26-1469061 (I.R.S. Employer Identification No.)

2802 North Howard Avenue

Tampa, Florida             33607

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (813) 920-9435

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01  Regulation FD

The transcript for the March 25, 2015 Conference Call by Innovative Software Technologies, Inc. is attached hereto as Exhibit 99.1.

In accordance with General Instruction B.2 of Current Report on Form 8-K, the information contained in this Report and the exhibit attached hereto shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information or such exhibits be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such a filing.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K, inclusive of any exhibits, contains forward-looking statements intended to qualify for the safe harbor contained in Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements often include words such as "may," "will," "should," "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," "seek," "would," "could," and similar words or are made in connection with discussions of future operating or financial performance.

Forward-looking statements reflect our management's expectations at the date of this Current Report on Form 8-K regarding future conditions, events or results. They are not guarantees of future performance. By their nature, forward-looking statements are subject to risks and uncertainties. Our actual results and financial condition may differ materially from what is anticipated in the forward-looking statements. There are many factors that could cause actual conditions, events or results to differ from those anticipated by the forward-looking statements contained in this Current Report on Form 8-K. These factors include inability of Company to successfully revive its business operations, obtain funding on affordable terms and conditions, complete its audits, draft all filings and obtain all regulatory approvals to restore its status as an SEC-reporting company with its Common Stock quoted on a national securities quotation system, and maintain current reporting under the Securities Exchange Act of 1934, when and if the  Company registers under that act.  Readers are cautioned not to place undue reliance on forward-looking statements.  We have not undertaken to update any forward-looking statements in this Current Report on Form 8-K.

Item 9.01  Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.                     Description

99.1                                Transcript of March 25, 2015 Conference Call by Innovative Software Technologies, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

INNOVATIVE SOFTWARE TECHNOLOGIES, INC.

Date: March 26, 2015

By: /s/ Barrett Wellman                                  

Barrett Wellman

President and Director

Exhibit No.                     Description

99.1                                Transcript of March 25, 2015 Conference Call by Innovative Software Technologies, Inc.

EX-99.1

Exhibit 99.1

INNOVATIVE SOFTWARE TECHNOLOGIES INC.

Moderator:                      Barrett Wellman

March 25, 2015

12:00 p.m. ET

Operator: This is Conference #: 6612987

Ladies and gentlemen, thank you for standing by and welcome to the Shareholder Conference Call.  All lines have been placed on mute to prevent any background noise.  After the speaker’s remarks, there will be a question and answer session.

If you would like to ask a question during this time, simply press star, then the number one on your telephone keypad.  To withdraw your question, press the pound key.  Thank you.

I would now like to turn the call over to Barrett Wellman, President and Director of Innovative Software Technologies.

Barrett Wellman: Thank you, very much for attending this conference call.  Before we start, I need to read some typical disclaimers.  Our discussion today may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

These statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance and achievements to be materially different from any future results performance and achievements expressed or implied by the forward-looking statements.

Forward-looking statements also include, but are not limited to statements that express our intentions, beliefs, expectations, strategies, predictions, or any other statements relating to our future activities or other future events or conditions.

These statements are based on current expectations, estimates, and projections about our business based in part on assumptions made by the management.  These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict.

Nothing said today by the company is an offer to sell or a solicitation to purchase any securities.  A transcript of this conference call will be filed with the Securities and Exchange Commissions on form 8K within two days.

I want to start by summarizing the recent developments.  After the summary, we will take questions from attending persons.

As you know, on February 20th, 2015, the Securities and Exchange Commission issued an order instituting administrative proceedings and (notice of hearing) pursuant to Section 12J of the Securities Exchange Act of 1934 against Innovative Software Technologies and a temporary suspension of trading of the company’s common stock.  That suspension expired on March 5th, 2015.

The order was served on the company on February 24th, 2015 and was issued because the company had been delinquent in SEC filings.  The company reported the risk of deregistration under Section 12J of the Exchange Act in its latest annual report on form 10K in risk factors.

Outside counsel to the company has spoken to appropriate staff numbers about a remediation plan and other possible options to delay and prevent the deregistration of the company under the Section 12J of the Securities and Exchange Act of 1934.

Based on those conversations, as well as research and guidance into the issues by outside counsel and outcomes for companies facing the same situation as the company, the company concluded that any effort to contest the deregistration would only waste limited company funds without a successful result.

Our company reached this point in the last five years primary due to a lack of operating revenues and funding, which caused changes in management and the inability to meet overhead costs. The situation was made worse by the failure of operations to realize financial goals and the cost of such failures.

In light of the futility of contesting the 12J process, the company decided to settle with the commission on Section (12JG) deregistration and focus on reorganizing the company and reestablishing the company as an SEC reporting company with it’s common stock quoted on the (OTCQB) Marketplace of the OTC Markets Group, Inc., which requires completing the audits and filing of Form 10 to register anew under the Exchange Act.

The new Form 10 registration would require Commission review and a likely comment process.  Quotation of the company common stock would require finding a registered broker-dealer to file a form 211 application with the Financial Industry Regulatory Authority, or FINRA, to obtain a trading symbol and to quote the company’s common stock, which form 211 would be reviewed and required prior approval of FINRA.

The new registration and 211 application, assuming we can persuade a broker-dealer to file a Form 211, would require regulatory review and approval.

Similarly, DTC will also need to clear electronic trading in the company common stock.  As of the day of this report, the company is unable to state whether the company will succeed in causing a resumption of the trading of the common stock or run as a new form 10 registration will be filed with the commission or the Form 211 when and if filed will be approved by FINRA or DTC will permit trading other than exchange of physical stocks certificates.

FINRA and the commission would deny approval of the filing.  We are seeking financial support from potential backers on the basis of being a viable company with the role of a certain private companies trying to revive the company as it is was not feasible.  We hope to build a new company based on existing opportunities and take that new entity public.

We also have alternative plans.  The company is also exploring plans to restore shareholder value in the company’s common stock, which options are include – which options include transferring assets to an existing public company in exchange for it’s stock of the public company, which would be distributed to company’s shareholders as a liquidation to distribution.

The company has offered our preliminary and there are no discussions, negotiations, or transactions contemplated as of today.  The company may be able to find – may be unable to find a suitable public company or consummate any proposed transaction.  So, we are engaged in an active effort to do to explore this option.

I became the president recently.  I joined this company to rebuild it, which is what others and I will be focused on.  With your support, we may be able to build a viable public company and restore shareholder value.

I am not willing to give up on this company and I ask you for your support.  Going forward, I can state, we will keep our shareholders advised of our progress by press releases and by establishing a company Web site oriented to providing shareholders with current information.

We will keep you advised on our efforts to revive the company and whether those efforts are succeeding.

We’ll now take questions from the attendants.

Operator: As a reminder, if you would like to ask an audio question, simply press star one, on your telephone keypad.  Again, that is star one, to ask a question.

And again, that is star one, if you would like to ask a phone question.

And there are currently no questions over the phone.

Barrett Wellman: OK.  If there aren’t any more questions, then we’ll end this conference call.  Thank you very much for coming.

Operator: Again, thank you for your participation.  This concludes today’s call.  You may now disconnect.

END